Elixir Capital Ltd Directors Report

TO THE MEMBERS OF ELIXIR CAPITAL LIMITED

The Directors take pleasure in presenting the Thirty Second Annual Report together with the Audited Annual Financial Statements for the financial year ended 31 st March, 2026. The Management Discussion and Analysis has also been incorporated into this Report.

1. FINANCIAL RESULTS:

Key highlights of Consolidated Financial Results for Elixir Capital Ltd. for the financial year 2025-26 are tabulated below:

(Amount in Rs. in 000s)

Particulars	For the Year ended 31st March, 2026	For the Year ended 31st March, 2025
Revenue from operations	3,42,138.08	4,13,426.41
Other Income	18,839.44	8,289.15
Total Revenue	3,60,977.52	4,21,715.56
Less: Expenses
Depreciation and amortization expenses	4,920.11	4,971.03
Other Expenses	3,02,907.58	2,33,357.96
Total Expenses	3,07,827.69	2,38,328.99
Profit / (Loss) before Tax & Exceptional items	53,149.83	1,83,386.57
Exceptional Items	-	3,165.40
Profit / (Loss) before Tax	53,149.83	1,80,221.17
Less: Tax
Current Tax	- 37,688.86	- 52,374.34
Deferred Tax	27,388.87	292.51
Adjustment of Tax for previous years	- 1,789.74	- 1,720.07
Total Taxes	- 12,089.73	- 53,801.90
Profit / (Loss) for the year	41,060.10	1,26,419.27
Less : Share of Profit / (Loss) transferred to Minority Interest	- 10,733.60	- 33,151.90
Profit / (Loss) after Minority Interest	30,326.50	93,267.37
EPS	5.23	16.07

There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE:

The Company is the holding company for a group engaged in stock broking, portfolio management, depository services, and trading and investment in securities.

During the year, consolidated revenue declined significantly to Rs. 3,421.38 lakhs compared to Rs. 4,134.26 lakhs in the previous year.

Net profit for the year was Rs. 303.26 lakhs, down from Rs. 932.67 lakhs in the previous year. The decline was mainly due to weak market conditions in the second half and startup costs related to the launch of the Companys Fintech Division.

3. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount to reserves.

4. DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share of Rs. 10/-each for the financial year ended 31 st March, 2026 subject to the approval of the Members at the 32 nd Annual General Meeting. The total outgo for the current year amounts to Rs. 72.54 Lakhs. (In the previous year, it was Rs. 72.54 Lakhs).

5. BUSINESS OPERATIONS:

Your Company is the Holding Company of Elixir Equities Pvt. Ltd. (EEPL). EEPL is a SEBI Registered Stock Broker, Portfolio Manager and Depository Participant of CDSL.

There was no change in the nature of business of your Company during the year under review.

6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect your Companys financial position have occurred between the end of the financial year of your Company i.e. 31 st March, 2026 and date of this Report i.e. 29 th May, 2026.

7. SHARE CAPITAL & EMPLOYEE STOCK OPTION SCHEME (ESOS):

O The paid up Equity Share Capital as on 31 st March, 2026 was Rs. 580.32 Lakhs. During the year under review, your Company has not issued shares with differential voting rights nor granted sweat equity. There was no change in your Companys Share Capital during the year under review. The Promoter and Promoter Group holds 41,37,000 shares equivalent to 71.29% of the total Issued and Paid-up Share Capital.

O The Nomination and Remuneration Committee monitors the Elixir Capital Employee Stock Option Scheme - 2024 (Scheme) in terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations).

O The said Scheme has been posted on the website of the Company at https://elixircapital.in/ESOPDisclosures The said Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended. There are no material changes made in the said Scheme. The Company has obtained the certificate from the Secretarial Auditor of the Company certifying that the Companys Employee Stock Option Scheme(s) have been implemented in accordance with the SBEB Regulations, as amended and in accordance with the resolutions passed by the Members.

O The disclosures required to be made in the Board Report in respect of the aforesaid ESOP Schemes, in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are contained in Annexure A forming part of the Directors Report and are also uploaded on the website of the Company i.e https://elixircapital.in/ESOPDisclosures.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the year 2025 - 26, unclaimed Dividend of Rs. 69,755/- was transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount represents Final Dividend declared for the financial year 2017 - 18 which remain unclaimed for a period of 7 years from its due date of payment.

9. TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In line with the statutory requirements, your Company has transferred to the credit of the Investor Education and Protection Fund Authority (IEPFA) set up by the Government of India, equity shares in respect of which dividend had remained unpaid

/ unclaimed for a period of seven (7) consecutive years within the time lines laid down by the Ministry of Corporate Affairs.

10. DIRECTORS:

10.1 Changes in Board of Directors:

Appointment of Director:

O The Board of Directors of the Company had appointed Mrs. Manori Shah (DIN: 11007279) as an Additional Director of the Company w.e.f. 1 st April, 2025. She was further appointed as an Independent Director of the Company for a term of 5 years w.e.f. 1 st April, 2025. The members of the Company at its 31st Annual General Meeting held on 26th August, 2025 has approved the same.

O The term of Mrs. Radhika Mehta (DIN: 00112269) as Whole Time Director of the Company is expiring on 13 th August, 2026. In terms of Section 196 and other applicable provisions of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on 29 th May, 2026 has re-appointed her for another term of 5 years w.e.f. 14 th August, 2026.

Necessary resolution for her re-appointment, has been proposed for approval of members at item no. 5 of the Notice of 32 nd Annual General Meeting.

Cessation of Directors:

During the financial year, there was no resignation of any Director.

10.2 Retirement by Rotation:

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mr. Dipan Mehta, (DIN: 00115154) Director of your Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

10.3 Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Section 149 of the Companies Act, 2013 and under Regulation 16 (1)

(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further pursuant to Regulation 25 of the said Regulations, the Independent Directors has also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6 (3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs (IICA) for a period of one year or five years or life time till they continue to hold the office of an independent director.

None of the directors of your Company are disqualified under the provisions of Section 164 (2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, Mrs. Manori

Shah is exempted from undertaking online proficiency self-assessment test conducted by the IICA and Mr. Shail Kapadia has cleared the said test.

10.4 Annual Board Evaluation:

The annual performance evaluation of the Independent Directors and Board Committees i.e. Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of the Chairman, Board as a whole, Non - Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration Policy of your Company and as mandated under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time to time

10.5 Key Managerial Personnel:

The following persons are the Key Managerial Personnel of your Company pursuant to Section 2 (51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed there under.

1. Mrs. Radhika Mehta, Whole Time Director

2. Mr. Varun Mehta, Chief Financial Officer

3. Mrs. Hetal Mody - Company Secretary and Compliance Officer

None of the Key Managerial Personnel have resigned during the year under review. None of the Directors have attained the age of 75 years.

10.6 Remuneration Policy:

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The same has been posted on the website of the Company i.e. https://www.elixircapital.in/pdf/Remuneration-Policy.pdf.

10.7 Board Meetings:

During the financial year your Company has held 5 (Five) Board Meetings on 16 th May, 2025, 4 th July, 2025, 14 th August, 2025, 14 th November, 2025 and 13 th February, 2026. The maximum interval between any two meetings did not exceed 120 days.

10.8 : Committees of Board:

i) AUDIT COMMITTEE:

The Company has constituted Audit Committee, in alignment with provisions of Section 177 of the Companies Act, 2013 and other applicable provisions and entrusted with the role and responsibility as per terms in line with applicable provisions of the Companies Act, 2013, as amended. During the year, all the recommendations made by the Audit Committee were accepted by the Board. The composition of audit committee is as below:

Name of member	Member/ Chairman
Mr. Shail Kapadia	Chairman*
Mrs. Manori Shah	Member
Mr. Dipan Mehta	Member

*Chairman w.e.f. 1 st April, 2025

ii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholders Relationship Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the roles and responsibility as per terms in line with applicable provisions of the Companies Act, 2013, as amended.

The composition of Stakeholders Relationship Committee is as below:

Name of member	Member/ Chairman
Mr. Shail Kapadia	Chairman*
Mrs. Manori Shah	Member
Mr. Dipan Mehta	Member

*Chairman w.e.f. 1 st April, 2025

iii) NOMINATION & REMUNERATION COMMITTEE:

The Company has constituted Nomination & Remuneration Committee, in alignment with provisions of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the responsibility as per terms in line with applicable provisions of the Companies Act, 2013, as amended and other applicable regulations, if any.

The composition of Nomination & Remuneration Committee is as below:

Name of member	Member/ Chairman
Mr. Shail Kapadia	Chairman*
Mrs. Manori Shah	Member
Mr. Dipan Mehta	Member

*Chairman w.e.f. 1 st April, 2025

11. PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B and form part of this Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of the company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. INTERNAL CONTROL SYSTEMS:

13.1 Internal Audit and its Adequacy:

To maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee of the Board.

The audit plan aims to evaluate the efficacy and adequacy of the internal control system and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations.

Based on the reports of internal audit function, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

13.2 Internal Controls over Financial Reporting:

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

14. SUBSIDIARY COMPANIES:

As on 31 st March, 2026, your Company has following three subsidiaries / sub-subsidiary companies:

1. Elixir Equities Private Limited (Subsidiary Company)

2. Dipan Mehta Commodities Private Limited (Sub-Subsidiary Company)

3. Elixir Wealth Management Private Limited (Sub-Subsidiary Company)

14.1 Material Subsidiary:

Elixir Equities Private Limited, Elixir Wealth Management Private Limited and Dipan Mehta Commodities Private Limited are material subsidiaries of the Company since its income and networth exceeds 10% of the consolidated income and networth of the Company for the financial year ended 31 st March, 2025. However, the provisions of material subsidiary as stipulated under SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 (Listing Regulations) are not applicable to your Company in view of relaxation given under Regulation 15 of Listing Regulations.

14.2 Statement containing the salient features of Financial Statement of your Companys Subsidiaries:

The Statement containing the salient features of financial statement of Subsidiaries in e-Form AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below:

1. No. of Subsidiaries: 3

2. Number of subsidiaries which are yet to commence operations: 0

3. Number of subsidiaries which have been liquidated or have ceased to be a subsidiary during the year: 0

(Amount in Rs. in 000s)

Sr. No.	Particulars	Elixir Equities Private Limited	Dipan Mehta Commodities Private Limited	Elixir Wealth Management Private Limited
i)	CIN/any other registration no. of subsidiary company	U67120MH1997 PTC112103	U51101MH2006 PTC360955	U67120MH1992 PTC359675
ii)	Date since when subsidiary was acquired	3 rd October, 2011	3 rd October, 2011	3 rd October, 2011
iii)	Provisions pursuant to which the Company has become a subsidiary (Section 2 (87) (i) / Section 2 (87) (ii)	Section 2 (87) (ii)	Section 2 (87) (ii)	Section 2 (87) (ii)
iv)	Reporting period for the subsidiary concerned, if different from the holding companys reporting period	1 st April 2025 to 31 st March 2026 (same reporting period)	1 st April 2025 to 31 st March 2026 (same reporting period)	1 st April 2025 to 31 st March 2026 (same reporting period)
v)	Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries.	Reporting Currency: INR (Indian Subsidiary)	Reporting Currency: INR (Indian Subsidiary)	Reporting Currency: INR (Indian Subsidiary)
vi)	Share Capital	17,550.00	3,000.00	100.20
vii)	Reserves and Surplus	3,12,150.46	1,14,721.23	3,56,496.23
viii)	Total Assets	8,07,390.93	1,19,823.69	3,58,466.15
ix)	Total Liabilities	4,77,690.39	2,102.46	1,869.72
x)	Investments	34,651.18	65,337.92	1,05,143.98
xi)	Turnover	1,07,892.53	98,349.57	1,62,598.53
xii)	Profit / (Loss) before taxation	(79,044.60)	28,832.35	1,03,433.54
xiii)	Provision for Taxation	26,149.99	(8,168.05)	(29,920.18)
xiv)	Profit / (Loss) after taxation	(52,894.61)	20,664.30	73,513.36
xv)	Proposed Dividend	5.75	-	-
xvi)	Percentage of Shareholding	74.00%	74.00%	74.00%

Note: Elixir Equities Private Limited hold 100% shareholding of Dipan Mehta Commodities Private Limited (DMCPL) and Elixir Wealth Management Private Limited (EWMPL). Accordingly, DMCPL and EWMPL are step down subsidiaries of Elixir Capital Limited.

15. EMPLOYEE STOCK OPTION SCHEME

With a view to attracting and retaining talent, the Company has granted Stock Options under Employee Stock Option Plan - 2024 (ESOP 2024) for an employee of the Company and the employees of the Subsidiary Companies.

The summary of the same as on 31st March 2026 is as under:

Particulars	Details
Total No. of stock options approved under the scheme	20,00,000
Exercise Period
Total no. of stock options granted under the scheme	62,854
Re-Issued Options	7,574
Stock Options lapsed	10,185
Stock Options vested but not exercised	-
Stock Options exercised	-
Outstanding Stock Options Granted	60,243

16. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no companies which have become or ceased to be Subsidiary, Joint Venture, or Associate Company of Elixir Capital Limited during the financial year 2025 - 26.

17. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITY:

The details of Loans and Investments made as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Standalone Audited Annual Financial Statements. The Company is an investment company in terms of Section 186 (11) of the Companies Act, 2013.

The Company has not made any guarantees or provided any security in connection with loan made under Section 186 of the Companies Act, 2013.

18. RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs, which are foreseeable and repetitive. A statement giving details of all RPTs are placed before the Audit Committee and the Board of Directors on a quarterly basis.

Further the members may note that your Company has not entered into any of the following related party transactions:

- Contracts/arrangement/transactions which are not at arms length basis or in the ordinary course of business.

- Any Material contracts/arrangement/transactions.

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

A. Conservation of Energy, Technology absorption, adaptation and innovation:

The activity of the Company does not require large scale consumption of energy. Hence, the Company has not taken any energy conservation measures. There are no additional investments and proposals for reduction of consumption of energy.

Your Company has not deployed any Research and Development facility or absorbed any technology. Hence, no disclosures are applicable.

B. Foreign Exchange Earning & Outgo: Foreign Exchange Earnings/Outgo	(Rs.)
Foreign Exchange Earned	Nil
Foreign Exchange Outgo	Nil

21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The subsidiaries of your Company are engaged in various financial services businesses such as stock and commodity broking, portfolio management and demat services. In addition to this, the subsidiaries also carry out arbitrage and proprietary trading. A sharp diminution in the value of the subsidiary companies is the key business risk for your Company. In the opinion of the Board, there are no risks which shall threaten the existence of the Company.

Your Company has not formed Risk Management Committee since the provisions of Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns about unethical behavior in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Boards Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of your Companys Code of Conduct and / or Whistle Blower Policy. Details of the Whistle Blower Policy have been disclosed on your Companys website at https://www.elixircapital.in/pdf/Whistle%20Blower%20Policy.pdf.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

24. AUDITORS:

24.1 Statutory Auditors:

M/s. JMT & Associates, Chartered Accountants will complete their term as Statutory Auditors of the Company at the conclusion of 32 nd Annual General Meeting (AGM) of the Company. Pursuant to Section 139 of the Companies Act, 2013, they shall retire at the conclusion of 32 nd AGM of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s. M. Parashar & Co., Chartered Accountants (Firm Registration No. 110954C) as Statutory Auditors of the Company in place of M/s. JMT & Associates, the retiring auditors.

M/s. M. Parashar & Co., Chartered Accountants shall hold office of statutory auditors from the conclusion of 32 nd Annual General Meeting till the conclusion of 37 th Annual General Meeting. Their appointment is subject to approval of the members of the Company. Necessary resolution has been proposed for approval of the members at item no. 4 of the notice of AGM.

M/s. M. Parashar & Co., Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as statutory auditors of your Company. Further, as required under Regulation 33 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, M/s. M. Parashar & Co., Chartered Accountants have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. In accordance with regulation 36 (5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosures in respect of appointment / re-appointment of statutory auditors have been made at Explanatory Statement to item no. 4 of the notice of AGM.

24.2 Statutory Auditors Observations:

The auditors report given by the statutory auditors on the annual financial statements of your Company is part of the Annual Report. There are no qualification, reservation or adverse remark made by the statutory auditors in their Audit Report.

24.3 Secretarial Audit:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P. C. Shah & Co., Practicing Company Secretaries, as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31 st March, 2026.

The report of the Secretarial Auditor is attached as Annexure C . The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

25. REPORTING OF FRAUDS BY AUDITORS:

During the financial year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

26. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, your Company has appointed M/s. Prasanna Kumar Gawde & Co., Chartered Accountant as Internal Auditors of your Company.

27. COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as Rules) in respect of maintenance and audit of cost records are not applicable to your Company.

28. COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

29. ANNUAL RETURN:

Pursuant to sub-section 3 (a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 the Annual Return for the financial year ended 31 st March, 2026 in E-Form MGT 7 is available on the Companys website at https://elixircapital.in/pdf/Form-MGT-7-2025-26.pdf

30. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the financial year 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards (IND-AS 110) specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors Report thereon forms part of the Annual Report.

Pursuant to Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed e-Form AOC - 1 are provided at Point 14.2 of the Boards Report which forms part of the Annual Report.

The financial statements of the subsidiaries are available for inspection by the Members at the registered office of your Company pursuant to the provisions of Section 136 of the Companies Act, 2013. Your Company shall provide free of cost,

a copy of the financial statements of its subsidiary companies to the Members upon their request. The financial statements are also available on the website of your Company at www.elixircapital.in under the Financials section.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Schedule V (B) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, report on Management Discussion and Analysis is attached and form part of this Annual Report.

32. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are non-mandatory to the following class of Companies:

a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year;

Provided that where the provisions of Regulation 27 become applicable to a company at a later date, such company shall comply with the requirements of Regulation 27 within six months from the date on which the provisions became applicable to your company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As on 31 st March, 2025, the paid-up share capital of your Company is Rs. 5.80 crores and networth is Rs. 18.56 crores. Accordingly, the paid-up capital and net worth is below the prescribed limit for mandatory applicability of provisions of Corporate Governance as per Regulation 15(2)(a) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Your Company has decided not to opt for compliance of Regulation 27 for the time being.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment; your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved.

The status of no. of complaints of sexual harassment are shown below:

No. complaint raised and pending as on 1 st April, 2025 0

No. of complaints of sexual harassment received in the year 0

No. of complaints disposed off during the year 0

No. of complaints pending at the end of the financial year ended 31 st March, 2026 0

No. of cases pending for more than 90 days 0

34. COMPLIANCE OF MATERNITY BENEFIT ACT, 1961:

During the financial year ended 31 st March, 2026, the Company has complied with the provisions of Maternity Benefit Act, 1961.

35. DEPOSITS:

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Your Company was not required to file Form DPT - 3 being Return of Deposits for the financial year ended 31 st March, 2026.

36. AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of the Company or its subsidiaries among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

37. INSOLVENCYAND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

38. ONE TIME SETTLEMENT WITH BANKS:

The Company has not borrowed any monies from banks or financial institutions. Accordingly, there is no question of any one-time settlement with the banks or financial institutions.

39. LISTING WITH STOCK EXCHANGES:

Your Company is listed with BSE Limited. Your Company has duly paid the listing fees to BSE Limited.

Scrip Code: 531278

ISIN: INE785D01012

40. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. members, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion & Analysis describing your Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

	For and on behalf of the Board
	of Elixir Capital Limited
	Dipan Mehta	Radhika Mehta
	Chairman	Whole Time Director
	DIN: 00115154	DIN: 00112269
Place: Mumbai
Date: 29 th May, 2026